Tyson Foods AGM: Shareholders Elect Directors, Approve Pay Plan, Reject Waste Lagoon Proposal

Key Points

• Shareholders elected Tyson’s full slate of directors, ratified PricewaterhouseCoopers as auditor and approved the amended Stock Incentive Plan and advisory executive compensation, while decisively rejecting three shareholder proposals seeking vote-by-class disclosure, waste-lagoon environmental disclosures, and an immigration-impact assessment.
• The CFO reported fiscal 2025 sales of $54.4 billion (up 2.1%), operating cash flow of $2.2 billion, returns of $893 million to shareholders, year-end liquidity of $3.7 billion and net leverage of 2.1x, and the board raised the expected Class A dividend to $2.04 (the 14th consecutive increase).
• Management highlighted board additions including Microsoft’s Sarah Bond and family successors, and CEO Donnie King said Tyson’s branded protein portfolio is gaining share as consumer demand for protein grows.

Tyson Foods NYSE: TSN shareholders voted to elect directors, ratify the company’s auditor, approve updates to an equity incentive plan, and endorse executive compensation at the company’s 63rd annual meeting on Feb. 5 in Springdale, Arkansas. Shareholders also voted down three shareholder proposals that sought additional disclosures related to voting results by share class, waste lagoon impacts in Tyson’s pork supply chain, and the potential effects of changes in U.S. immigration practices on the company’s finances and operations.

Chairman highlights company history, values and board changes

Chairman John Tyson opened the meeting by reflecting on the company’s history—describing its origins roughly 90 years ago—and emphasizing the role of Tyson team members in operating the business and supporting communities. He repeatedly cited the company’s core values as guiding principles for continuous improvement, including animal care, environmental responsibility, and meeting evolving product expectations in the marketplace.

Tyson also recognized additions to the board, including Sarah Bond of Microsoft, and welcomed family members John Randall and Olivia as board members, describing them as part of the “next generation” to carry forward family values.

Voting results: directors elected; auditor and compensation items approved

The company’s secretary, Marissa, reported that shareholders representing a quorum were present, noting that the company had 283,047,857 total outstanding shares as of the Dec. 8, 2025 record date. The meeting proceeded through the formal agenda, with multiple proposals passing by a “clear majority” of votes cast.

• Election of directors: Each nominee on the presented slate was elected with a clear majority of votes cast.
• Auditor ratification: Shareholders ratified PricewaterhouseCoopers LLP as independent registered public accountant for the year ending Oct. 3, 2026, with a clear majority of votes cast.
• Stock Incentive Plan: Shareholders approved the amendment and restatement of the Tyson Foods Stock Incentive Plan, with a clear majority of votes cast.
• Advisory vote on executive compensation: Shareholders approved, on a non-binding advisory basis, compensation for the company’s named executive officers, with a clear majority of votes cast.

Shareholders reject proposals on vote disclosure, waste lagoons, and immigration impacts

In the shareholder proposal portion of the meeting, representatives from shareholder proponents presented three proposals. In each case, management referred shareholders to the board’s statements in the proxy materials, and the proposals were defeated by a clear majority of votes cast.

Proposal on vote results by class of shares. Yumi Narita, executive director of corporate governance for the New York City Comptroller’s Office, presented a proposal on behalf of the comptroller and four New York City pension funds. The proposal requested Tyson adopt a policy to disclose voting results on proposals by class of shares. Narita said the funds had engaged with Tyson beginning in fall 2024 and argued the disclosure would help communicate concerns of independent shareholders to the board. The proposal was defeated.

Proposal on environmental and human health impacts from waste lagoons. Gail Follansbee, senior manager of shareholder engagement at As You Sow, presented a proposal on behalf of the Pleiades Trust seeking disclosure of steps Tyson is taking to address environmental and human health harms from waste lagoons across its pork supply chain. Follansbee described potential litigation, reputational, and financial risks, cited competitor comparisons, and referenced a competitor settlement amount. The proposal was defeated.

Proposal on impacts of changes in U.S. immigration practices. Magaly Licolli, executive director of Venceremos, presented a proposal filed by the Sisters of St. Francis Charitable Trust and co-filers, calling for an assessment of how recent changes in U.S. immigration law and enforcement could affect Tyson’s finances and operations. Licolli described concerns about worker fear and understaffing and argued shareholders should support additional transparency. The proposal was defeated.

CFO reports fiscal 2025 results, cash flow and capital allocation

Chief Financial Officer Curt Calaway said Tyson entered fiscal 2025 with a plan to improve operational execution and financial performance, and he reported “a significant improvement in profitability over the prior year.” Calaway reported fiscal 2025 sales of $54.4 billion, up 2.1%.

Calaway also discussed cash generation and capital allocation priorities, including maintaining financial strength, investing in the business, and returning cash to shareholders. He reported full-year operating cash flow of $2.2 billion, capital expenditures of $978 million, and dividends of $697 million. He said the company ended the year with $3.7 billion in liquidity and net leverage of 2.1 times, which he described as an improvement of “a half a turn compared to last year.”

Calaway said Tyson returned $893 million to shareholders through dividends and share repurchases, while emphasizing dividends as the primary method of returning cash. He also said the board increased the annual dividend per Class A share in fiscal 2026 to an expected $2.04, which he said would mark the 14th consecutive year of dividend-per-share increases. (Calaway also referenced the company’s most recent quarterly dividend payment during his remarks.)

CEO highlights demand for protein and brand performance

President and CEO Donnie King described Tyson as a “world-class food company” and “recognized leader in protein,” stating the company produces “one in every five pounds of chicken, beef, and pork in the United States.” King said consumer demand for Tyson products continues to grow as consumers increasingly prioritize protein in their diets, and he referenced new U.S. dietary guidelines as validating protein as a cornerstone of a healthy diet.

King pointed to Tyson’s brand portfolio, saying the company has three of the top 10 protein brands in the U.S.—Tyson, Jimmy Dean, and Hillshire Farm—and said those brands continue to gain share in volume and dollars. He added that Tyson’s branded products are outperforming the broader food category in retail and foodservice, and said the company remains focused on strengthening its financial position, including disciplined management of capital expenditures and working capital.

The meeting concluded with additional remarks from Chairman John Tyson, who reiterated the company’s purpose and thanked team members and shareholders.

About Tyson Foods NYSE: TSN

Tyson Foods, Inc NYSE: TSN is a multinational food company primarily engaged in the production, processing and marketing of protein-based and prepared food products. Founded in 1935 and headquartered in Springdale, Arkansas, the company is one of the world's largest processors of chicken, beef and pork. Its operations span live animal procurement and farming relationships through slaughter, further processing and distribution, supplying raw protein and value-added prepared foods to retail, foodservice and industrial customers.

The company's product portfolio covers fresh and frozen meats, branded and private-label prepared foods, and a range of value-added items such as ready-to-eat and ready-to-cook meals, snack and sandwich meats.

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